CORRESP 1 filename1.htm

 

Camping World Holdings, Inc.

250 Parkway Drive, Suite 270

Lincolnshire, IL 60069

 

May 22, 2017

 

VIA EDGAR TRANSMISSION

 

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

 

Attention:                                         Mara L. Ransom; Daniel Porco; Jacqueline Kaufman

 

Re:                             Camping World Holdings, Inc.

Registration Statement on Form S-1 (Registration No. 333-217012)

 

Ladies and Gentlemen:

 

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-217012) (the “Registration Statement”), of Camping World Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on May 24, 2017, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc Jaffe at (212) 906-1281.

 

The Company acknowledges the following:

 

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·                  the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 


 

Thank you for your assistance in this matter.

 

 

Very truly yours,

 

 

 

Camping World Holdings, Inc.

 

 

 

 

By:

/s/ Marcus A. Lemonis

 

 

Marcus A. Lemonis

 

 

 

 

 

Chairman and Chief Executive Officer

 

cc:                                Brent Moody, Chief Operating and Legal Officer, Camping World Holdings, Inc.

Thomas Wolfe, Chief Financial Officer, Camping World Holdings, Inc.

Marc D. Jaffe, Esq., Latham & Watkins LLP

Ian D. Schuman, Esq., Latham & Watkins LLP

Alexander D. Lynch, Esq., Weil, Gotshal & Manges LLP

Faiza N. Rahman, Esq., Weil, Gotshal & Manges LLP